Common use of Requests for Underwritten Offerings Clause in Contracts

Requests for Underwritten Offerings. Subject to Section 2.1.1 and Section 2.7, from and after the Automatic Shelf Filing Date: 2.3.1 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor may request to sell all or any portion of the Registrable Securities in a Block Trade (each, a “Block Trade Request”); provided, that each Block Trade Request shall specify the approximate number of Registrable Securities to be sold in such Block Trade. Notwithstanding any other provision of this Agreement, if the requesting Investor wishes to engage in a Block Trade, no other Investor or Other Holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Trade. The Company shall not be obligated to effect more than six (6) Block Trades. 2.3.2 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor may request to sell all or any portion of the Registrable Securities in an Underwritten Offering not involving a Block Trade (each, an “Underwritten Shelf Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also deliver the Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting (unless otherwise agreed by the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)). The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns.

Requests for Underwritten Offerings. Subject to Section 2.1.1 2.1(a) and Section 2.72.6, from and after the Automatic Shelf First Filing Date: 2.3.1 For so long as the Principal Investor beneficially owns at least five percent (5%a) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor GBH may request to sell all or any portion of the Registrable Securities in a Block Trade (each, a “Block Trade Request”); provided, that each Block Trade Request shall specify the approximate number of Registrable Securities to be sold in such Block TradeTrade and the name of the GBH Underwriter, provided either that the GBH Underwriter is selected from a list of pre-approved potential underwriters provided by the Company, as listed in Exhibit C hereto, or that GBH notify the Company of the name of the desired GBH Underwriter and the Company shall provide approval (such approval to be in the Company’s sole discretion), of such GBH Underwriter. Notwithstanding any other provision of this AgreementIf no GBH Underwriter is selected, if the requesting Investor wishes Company shall use commercially reasonable efforts to engage in a Block Trade, no other Investor or Other Holder shall be entitled select an Underwriter to receive any notice of or have its Registrable Securities included in facilitate such Block TradeTrade no later than three (3) Business Days after the date of such Block Trade Request and shall notify GBH of the identity and contact information of such Underwriter. The Company shall not be obligated required to effect effectuate more than six (6) Block Trades. 2.3.2 For so long as the Principal Investor beneficially owns at least five percent (5%b) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor GBH may request to sell all or any portion of the its Registrable Securities in an Underwritten Offering not involving a Block Trade (each, an “Underwritten Shelf Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also deliver the Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) name of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting (unless otherwise agreed by the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))GBH Underwriter. The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement and shall not be obligated to effect any Underwritten Shelf Takedown: (i) if the Company has, within the twelve (12) month period preceding the date of the Takedown Request, already effected two (2) Underwritten Shelf Takedowns; (ii) if the Company has, within the one hundred and eighty (180) day period preceding the date of the Takedown Request, already effected one (1) Underwritten Shelf Takedown; or (iii) if requested by the Underwriter or GBH Underwriter, within up to one hundred and eighty (180) days after the pricing of: any offering of Common Stock of the Company registered under the Securities Act, including pursuant to any Shelf Registration or Shelf Registration Statement.

Requests for Underwritten Offerings. Subject to Section 2.1.1 2.1(a) and Section 2.7, from and after the Automatic Shelf Filing Date: 2.3.1 For so long as (a) the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor Seller may request to sell all or any portion of the Registrable Securities in a Block Trade (each, a “Block Trade Request”); provided, that each Block Trade Request shall specify the approximate number of Registrable Securities to be sold in such Block Trade. Notwithstanding any other provision The Company shall use commercially reasonable efforts to select an Underwriter to facilitate such Block Trade no later than three (3) Business Days after the date of this Agreementsuch Block Trade Request and shall notify Seller of the identity and contact information of such Underwriter. As soon as reasonably practicable, if but in no event later than three (3) Business Days, after the requesting Investor wishes to engage Company notifies Seller of the identity and contact information of the Underwriter engaged in a connection with such Block Trade, no other Investor or Other Holder Seller shall be entitled deliver the Seller Underwriter Notice applicable to receive any notice of or have its Registrable Securities included in such Block TradeTrade Request to the Company. The Company shall not be obligated required to effect effectuate more than six (6) Block Trades. 2.3.2 For so long as (b) the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares), the Principal Investor Seller may request to sell all or any portion of the its Registrable Securities in an Underwritten Offering not involving a Block Trade (each, an “Underwritten Shelf Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also use commercially reasonable efforts to select an Underwriter to facilitate such Underwritten Shelf Takedown no later than ten (10) Business Days after the date of such Takedown Request and shall notify Seller of the identity and contact information of such Underwriter. As soon as reasonably practicable, but in no event later than three (3) Business Days, after the Company notifies Seller of the identity and contact information of the Underwriter engaged in connection with such Underwritten Shelf Takedown, Seller shall deliver the Seller Underwriter Notice applicable to such Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting (unless otherwise agreed by the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s))Company. The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns pursuant to this Agreement and shall not be obligated to effect any Underwritten Shelf Takedown: (i) if the Company has, within the twelve (12) month period preceding the date of the Takedown Request, already effected two (2) Underwritten Shelf Takedowns; (ii) if the Company has, within the one hundred eighty (180) day period preceding the date of the Takedown Request, already effected one (1) Underwritten Shelf Takedown; or (iii) if requested by the Underwriter or Seller Underwriter, within up to one hundred eighty (180) days after the pricing of: (A) any offering of Common Stock of the Company registered under the Securities Act, including pursuant to any Shelf Registration or Shelf Registration Statement; or (B) an Exempt Offering.

Requests for Underwritten Offerings. Subject to Section 2.1.1 and Section 2.7, from and after the Automatic Shelf Filing Date: 2.3.1 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares)Stock, the Principal Investor may request to sell all or any portion of the Registrable Securities in a Block Trade (each, a “Block Trade Request”); provided, that each Block Trade Request shall specify the approximate number of Registrable Securities to be sold in such Block Trade. Notwithstanding any other provision of this Agreement, if the requesting Investor wishes to engage in a Block Trade, no other Investor or Other Holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Trade. The Company shall not be obligated to effect more than six (6) Block TradesTrades for the Investor. 2.3.2 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares)Stock, the Principal Investor may request to sell all or any portion of the Registrable Securities in an Underwritten Offering not involving a Block Trade (each, an “Underwritten Shelf Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also deliver the Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any the Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of such the Investor’s Registrable Securities in the underwriting (unless otherwise agreed by and the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)). The Company shall not be obligated to effect more than six (6) Underwritten Shelf TakedownsTakedowns for the Investor.

Requests for Underwritten Offerings. Subject to Section 2.1.1 and Section 2.7, from and after the Automatic Shelf Filing Date: 2.3.1 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares)Stock, the Principal Investor may request to sell all or any portion of the Registrable Securities in a Block Trade (each, a “Block Trade Request”); provided, that each Block Trade Request shall specify the approximate number of Registrable Securities to be sold in such Block Trade. Notwithstanding any other provision of this Agreement, if the requesting Investor wishes to engage in a Block Trade, no other Investor or Other Holder shall be entitled to receive any notice of or have its Registrable Securities included in such Block Trade. The Company shall not be obligated to effect more than six (6) Block Trades. 2.3.2 For so long as the Principal Investor beneficially owns at least five percent (5%) of the Shares of Then Outstanding Common Stock (assuming the conversion of the Preferred Shares)Stock, the Principal Investor may request to sell all or any portion of the Registrable Securities in an Underwritten Offering not involving a Block Trade (each, an “Underwritten Shelf Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also deliver the Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting (unless otherwise agreed by the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)). The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns.such